Filed by Bowne Pure Compliance







Exhibit 10.23




Service Level Agreement




This Service Level Agreement (this “Agreement”) is made this 30th day of June 2008, by
and between Globe University, Inc. and Minnesota School of Business, Inc., Minnesota corporations
(collectively “GU/MSB”), and Broadview Institute, Inc., a Minnesota corporation (“Purchaser”).



RECITALS





	 	A.	 	GU/MSB is currently performing certain administrative and support functions
(“Services”) for Purchaser and desires to continue performing these Services under the
terms of this Agreement.
	 
	 	B.	 	Purchaser is currently receiving the benefits of the Services being performed by
GU/MSB on its behalf and desires to continue to receive them under the terms of this
Agreement.
	 
	 	C.	 	GU/MSB and Purchaser desire to enter into this Service Level Agreement to confirm the
terms and conditions pursuant to which GU/MSB will provide (or cause to be provided) to
Purchaser, and Purchaser will receive, such Services.





AGREEMENT




In consideration of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the
parties agree as follows:




	 	1.	 	Services to be performed.






	 	a.	 	Identification of Services. Subject to the terms and
conditions of this Agreement and the attached Schedules, from and after the
Effective Date, GU/MSB hereby agrees to provide to Purchaser the Services defined
herein and Purchaser agrees to pay to GU/MSB the fees and other amounts required
to be paid by Purchaser pursuant to this Agreement.
	 
	 	b.	 	Service Standards. Subject to Section 1(c) below and the
other terms hereof, each Service provided hereunder shall be performed in a manner
substantially similar to the manner in which, and at a level of proficiency,
skill, priority and care no less than that which, such Service is provided to the
GU/MSB businesses. In addition, each Service shall be performed in compliance
with the law and in a professional and competent manner.





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	 	c.	 	Changes in Manner of Providing Services. GU/MSB shall have
the right to change the manner in which it provides Services (including upgrading
or changing technology, software, information systems or other property used by it
in connection with this Agreement). GU/MSB shall give Purchaser prior notice of
any material change as soon as practical under the circumstances. If Purchaser
determines the changes to be unacceptable or causes material additional costs, the
Purchaser can terminate this Agreement upon 30 days written notice.
	 
	 	d.	 	No Representations or Warranties. EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH HEREIN, GU/MSB MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
	 
	 	e.	 	Changes to Purchaser’s Business. If Purchaser’s business
changes during the year such that the fee structure set in place under this
Agreement is no longer representative of the level of Services being provided by
GU/MSB, either party can give the other party notice. Within 30 days of notice
being given, GU/MSB must provide Purchaser a new Schedule of Services and a
Schedule of Related Fees. The new Schedule of Services and Schedule of Related
Fees will become effective the first day of the following month.






	 	2.	 	Term of Agreement






	 	a.	 	Effective Date. The Effective Date of this Agreement will be
July 1, 2008.
	 
	 	b.	 	Length of Agreement. GU/MSB shall provide, or cause to be
provided, the Services to Purchaser beginning on the Effective Date hereof and
continuing for a period of one (1) year.
	 
	 	c.	 	Extension Periods. The terms of this Agreement shall
automatically renew for one year periods unless either party provides 30 days
written notice to the other party.
	 
	 	d.	 	Termination Provisions.






	 	i.	 	Early Termination. Either party may
terminate this Agreement prior to the end of its scheduled term or
extensions thereof, by providing the other party 30 days written notice.
All outstanding fees and expenses are due at the conclusion of the 30
day notice period.





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	 	ii.	 	For Breach. Either party may terminate
this Agreement upon written notice to the other party, if the other
party has failed to perform any of the material obligations under this
Agreement and such failure has either continued or not been remedied
within 30 days of the receipt of the written notice. Either party may
terminate this Agreement immediately for a breach of legal compliance or
fraud. All outstanding fees and expenses remain the obligations of the
respective parties.






	 	3.	 	Compensation 






	 	a.	 	Fees. Purchaser will pay to GU/MSB the fees and other
amounts set forth in the Schedules hereto, as consideration for the Services
provided.
	 
	 	b.	 	Reimbursable Expenses. Purchaser shall reimburse GU/MSB for
actual documented out-of-pocket expenses incurred by GU/MSB in providing the
Services hereunder. Reimbursable Expenses will exclude costs included in the Fee
amount, such as subcontractor fees and general overhead.
	 
	 	c.	 	Billing and Payment. Purchaser shall pay GU/MSB on the last
day of the month for that month of Services. All reimbursed expenses shall be
paid within 30 days of invoice by GU/MSB. Interest shall accrue on overdue
payments at the rate of one (1) percent per month, compounded monthly, or the
highest rate permitted by law, whichever is lower.






	 	4.	 	Confidentiality






	 	a.	 	Confidentiality and Non-Use. Each party shall, during the
term of this Agreement and thereafter, keep confidential and not disclose any
Confidential Information of the other party to any Person other than a third party
that needs to know such Confidential Information in order to perform obligations
under this Agreement. In addition, each party shall not use any Confidential
Information of the other party for any purpose other than to the extent necessary
to perform obligations under this Agreement. GU/MSB agrees not to trade in the
securities of Purchaser or provide information to others to trade in the
securities of Purchaser, when it is in possession of material, nonpublic
information.
	 
	 	b.	 	Return of Information. Within 10 days after termination of
this Agreement, each party shall return all Confidential Information of the other
party back to the other party and delete all electronic copies of Confidential
Information. In addition, each party shall confirm in writing that it has
returned or deleted all Confidential Information.





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	 	c.	 	Confidential Information Defined. Confidential Information
of a party means all confidential, propriety or non-public information regarding
such party, except such information that (1) was already known to the other party,
through no breach of confidentiality, prior to disclosure by the first party, (2)
hereafter becomes known to the other party through no breach of confidentiality
and without being subject to a confidentiality obligation, or (3) must be
disclosed (after giving notice to the other party) to any governmental agency or
authority under applicable legal requirement.






	 	5.	 	Certain Liability Limitations.






	 	a.	 	No Indirect Damages. FOR PURPOSES OF THIS AGREEMENT, “LOSS”
SHALL MEAN ANY LOSS, LIABILITY, CLAIM, DAMAGE, ACTION, FINE, PENALTY, COST OR
EXPENSE (INCLUDING RESAONABLE LEGAL FEES AND EXPENSES). NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR LOST PROFIT, LOST REVENUE OR ANY OTHER FORM OF INDIRECT, INCIDENTAL,
SPECIAL CONSEQUENTAIL OR PUNITIVE LOSSES (COLLECTIVELY, “INDIRECT LOSSES”) (EXCEPT
TO THE EXTENT A THIRD-PARTY CLAIM (AS DEFINED IN SECTION 6 BELOW) AGAINST A PARTY
WHICH IS SUBJECT TO INDEMNIFICATION BY THE OTHER PARTY PURSUANT TO SECTION 6
INCLUDES INDIRECT LOSSES OF THE APPLICABLE THIRD PARTY), EVEN IF SUCH PARTY HAS
BEEN INFORMED OF THE POSSIBILITY OF SUCH INDIRECT LOSSES.
	 
	 	b.	 	Other Limits on Liability. Neither party shall have any
liability for any Loss that the other party may incur as a result of the Services
provided by GU/MSB or not provided by GU/MSB except to the extent that such Loss
is caused by the negligence or willful misconduct of the party (including its
employees and agents) causing the Loss. Further, GU/MSB’s aggregate liability
under this Agreement (excluding Losses incurred for breach of confidentiality or
under the Indemnification provision) is limited to the amount of fees actually
paid by Purchaser to GU/MSB under this Agreement.






	 	6.	 	Indemnification.






	 	a.	 	Indemnification by Purchaser. Subject to the limitations set
forth in Section 5, Purchaser shall defend, indemnify and hold harmless GU/MSB
(including its employees and agents) from and against any Loss suffered or
incurred by any such indemnified party arising from (1) any breach of
this Agreement by Purchaser or (2) any third party claim to the extent such Loss
arises from or is related to this Agreement, except to the extent such Loss
referred to in this clause was caused by the negligence or willful misconduct of
GU/MSB.





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	 	b.	 	Indemnification by GU/MSB. Subject to the limitations set
forth in Section 5, GU/MSB shall indemnify, defend and hold harmless Purchaser
(including its employees and agents) from and against any Loss suffered or
incurred by any such indemnified party arising from a third-party claim to the
extent such Loss arises from or is related to this Agreement and was caused by the
negligence or willful misconduct of GU/MSB, except to the extent the Loss was
caused by a breach of the Agreement by Purchaser.






	 	7.	 	Other Items.






	 	a.	 	Specific Performance. The parties agree that irreparable
damage may occur in the event that either party breaches this Agreement. It is
agreed that each of the parties shall be entitled to seek an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement, in addition to any other remedy to which
such party is entitled.
	 
	 	b.	 	Impracticability and Force Majeure. GU/MSB shall not be
required to provide, or cause to provide, any Services to the extent the
performance of such Services becomes impracticable as a result of a cause or
causes outside the reasonable control of GU/MSB, or to the extent the provision of
such Services would require GU/MSB to violate any applicable laws. GU/MSB shall
not have any obligation to perform any Services under this Agreement if its
failure to perform is caused by or results from any act of God, governmental
action, natural disaster, strike or any other cause or circumstance beyond the
reasonable control of GU/MSB (an “Event of Force Majeure”). GU/MSB will notify
Purchaser of any Event of Force Majeure and will use its commercially reasonable
efforts to restore such Services. Purchaser is not required to pay for Services
it does not receive caused by an Event of Force Majeure.
	 
	 	c.	 	Assignment; Successors and Assigns. This Agreement may be
assigned, in whole or in part, by either party to any affiliate of such party, to
any lender of such party or to any Person which acquires all or substantially all
of the assets of the party, without the prior written consent of the other party,
provided that no assignment permitted shall relieve the assigning party of any of
its obligations under this Agreement.
	 
	 	d.	 	Entire Agreement. This Agreement represents the entire
agreement between the parties relative to the subject matter hereof. This
Agreement supersedes any prior agreements, understandings or representations
between the parties, whether oral or written that may have related to the subject
matter hereof.





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	 	e.	 	Amendments, Modifications and Waivers. The terms and
provisions of this Agreement can only be modified, amended or waived by a written
document signed by both parties.






	 	8.	 	Governing Law; Disputes; Consent to Jurisdiction.






	 	a.	 	Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota without giving
effect to any choice of law or conflict of law provision or rule that would cause
the application of the laws of any jurisdiction other than the State of Minnesota.
	 
	 	b.	 	Consent to Jurisdiction. Each party irrevocable submits to
the exclusive jurisdiction of the state courts of the State of Minnesota and the
federal courts sitting in the State of Minnesota for the purposes of any
proceeding arising out of this Agreement, and agrees to commence any such
proceeding only in such Minnesota state or federal courts.
	 
	 	c.	 	Severability. It is the parties’ intent that the terms and
provisions of this Agreement be enforced to the fullest extent permissible under
the law and public policies. Accordingly, in the event that any provision of this
Agreement is held in any jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.





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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives on the day and year first above written.



	 	 	 	 	 
	 	GLOBE UNIVERISTY, INC. 



MINNESOTA SCHOOL OF BUSINESS, INC.

 	 
	 	By:  	/s/ Kenneth J. McCarthy
 	 
	 	 	Name:  	Kenneth J. McCarthy  	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BROADVIEW INSTITUTE, INC.

 	 
	 	By:  	/s/ Jeff Myhre
 	 
	 	 	Name:  	Jeff Myhre  	 
	 	 	Title:  	Chief Operating Officer 	 



Attachments





	1.	 	Schedule of Services
	 
	2.	 	Schedule of Related Fees





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Schedule of Services




Information Technology





	•	 	Leadership and Supervision
	 
	•	 	Servers/License Agreements:






	 	•	 	Windows/Exchange
	 
	 	•	 	Symantec
	 
	 	•	 	Numara
	 
	 	•	 	Citrix
	 
	 	•	 	Elluminate
	 
	 	•	 	Skillsoft
	 
	 	•	 	Compellent






	•	 	Web Servers
	 
	•	 	End User Software






	 	•	 	Microsoft:






	•	 	Subscriptions:






	 	•	 	Blackboard
	 
	 	•	 	CampusVue





Executive Leadership





	•	 	Vision and Direction
	 
	•	 	CFO Leadership
	 
	•	 	COO (day-to-day) Leadership





Finance





	•	 	Maintain Control Environment
	 
	•	 	Financial Close and Reporting
	 
	•	 	SEC Reporting
	 
	•	 	Cash Receipts
	 
	•	 	Cash Disbursements
	 
	•	 	Treasury Functions (Leasing, Financing and Banking)
	 
	•	 	Income Tax Accounting and Reporting





Human Resources





	•	 	Leadership and Supervision
	 
	•	 	Payroll (calculating, disbursing, recording and maintaining Master Files)





Marketing





	•	 	Lead Generation and Processing





Academic





	•	 	Leadership, Policy Setting and Compliance Support





Financial Aid





	•	 	Leadership, Policy Setting and Compliance Support





On-Line Education





	•	 	Creation and Delivery





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Schedule of Related Fees




	 	 	 	 	 	 	 	 	 
	 	 	Services	 	 	 	 	 
	 	 	Supplied	 	 	 	Annual Fees	 
	 	 	By:	 	 	 	Paid by	 
	 	 	Broadview	 	Corporate	 	Broadview	 
	 
	 	 	 	 	 	 	 	 
	Facilities & Infrastructure
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	• Buildings
	 	X	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 
	• Furniture and Equipment
	 	X	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	• Information Technology
	 	 	 	X	 	 	70,347	 
	 
	 	 	 	 	 	 	 	 
	Departments / Functions
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	• Executive Leadership
	 	X	 	X	 	 	90,726	 
	 
	 	 	 	 	 	 	 	 
	• Finance
	 	 	 	X	 	 	53,713	 
	 
	 	 	 	 	 	 	 	 
	• Human Resources
	 	 	 	X	 	 	7,369	 
	 
	 	 	 	 	 	 	 	 
	• Information Technology
	 	X	 	X	 	 	8,948	 
	 
	 	 	 	 	 	 	 	 
	• Marketing
	 	 	 	X	 	 	125,068	 
	 
	 	 	 	 	 	 	 	 
	• Academic
	 	X	 	X	 	 	38,847	 
	 
	 	 	 	 	 	 	 	 
	• Financial Aid
	 	X	 	X	 	 	22,950	 
	 
	 	 	 	 	 	 	 	 
	• On-Line Education
	 	 	 	X	 	 	191,013	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL PER YEAR
	 	 	 	 	 	$	608,982	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL PER MONTH
	 	 	 	 	 	$	50,749	 
	 
	 	 	 	 	 	 	 






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